Upholstery International, Inc
8005 W. 183rd Street, Suite E
Tinley Park, IL 60423
Securities and Exchange Commission May 12, 2015
Division of Corporate Finance
100 F Street, N.E.
Washington DC 20549
| Attention: | Larry Spirgel, Assistant Director |
Kathleen Krebs
Re: Upholstery International, Inc.
Amendment No. 10 to Registration Statement on Form S-1Filed February 3, 2015
File No. 333-195209
Dear Sir/Madam:
Enclosed is our response to your comments of February 11, 2015. As per your request attached you will find a copy of the “redlined” amendment for comparison purposes.
We look forward to hearing back from you and we hope we responded appropriately to all your comments. Please feel free to contact us directly atTelephone: 708-372-2726 or ken@kenscustomupholstery.com
Sincerely,
Upholstery International, Inc
| /s/ Ken Kovie |
Ken Kovie
Chief Executive Officer
General
| 1. | We note your response to comment 1 of our prior letter regarding your reliance on Rule506(b) of Regulation D and your revised disclosure identifying certain selling securityholders as minor children. Please provide us with your analysis of the number ofpurchasers in your offerings made in reliance upon Rule 506(b) based on the definitionprovided in Rule 501(e) of Regulation D. |
Response: revised
| 2. | We refer you to the financial statement updating requirements in Rule 8-08 of RegulationS-X. |
Response: revised
Unaudited Consolidated Financial Statements for the Nine Month Periods Ended September 30,2014 and 2013
Note 5 – Notes Payable, page F-18
| 3. | We note your response to comments 4 and 5. It appears that you have entered into afactoring arrangement under a credit facility with a creditor. Please expand yourdisclosure to address the nature of the factoring arrangement including continuinginvolvement with receivables, types of financial assets to be transferred, and risks anduncertainties associated with the transfer of these assets. Refer to ASC 860-10-50 and860-10-55 for transfers of financial assets. |
Response: please see FS notes
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Note 11 - Subsequent Events, page F-19
| 4. | Please tell us and update the status of your delinquent loan payments on the $85,800 ofloans payable under a factoring arrangement due January 7, 2015 including the balanceoutstanding. Please refer to ASC 855-10-50. |
Response: please see FS notes
Item 10. Management’s Discussion and AnalysisCapital Resources and Liquidity, pages 28 -29
| 5. | We note your response to comment 6. Please expand your disclosure of the factoring arrangement for future receivables associated with the $85,800 of loans received in Julyand September 2014 to include future assets to be transferred, underlying collateral (ifany), and any other assets pledged. In addition, please discuss the risks and uncertaintiesassociated with your delinquency in repayment of these loans and when you expect torepay the outstanding amounts. Please refer to Item 303(a)(i) of Regulation S-K. |
Response: revised
Executive Compensation, page 31
Outstanding Equity Awards at Fiscal Year-End, page 32
| 6. | We note your revised disclosure in response to comment 7 of our prior letter and reissuein part. Please revise your narrative disclosure to update the dates covered by your Outstanding Equity Awards at Fiscal Year-End. |
Response: revised
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